Terms and Condition

Effective Date: [Insert Date]
Last Updated: [Insert Date]

Please read these Terms of Use (the “Terms”) carefully before using AccessBit’s website, tools, or services (collectively, the “Services”). By registering, subscribing, or otherwise using the Services, you (“you”, “your”, or the “Customer”) agree to be legally bound by these Terms, together with our Privacy Policy, Data Processing Addendum (DPA), and any other policies or supplemental terms posted by AccessBit and incorporated by reference (together, this “Agreement”). If you do not agree to all of these terms, you must not use or access our Services.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity and that “you” refers to that entity.

1. Definitions

In this Agreement, the following terms have the following meanings (whether used in singular or plural):

• “AccessBit”, “we”, “us”, “our”: AccessBit (or its affiliates), the provider of the Services.
• “Customer” or “you”: the individual or entity that registers for or uses the Services.
• “Visitor”: someone who browses or visits the AccessBit website but has not registered or become a Customer.
• “Webflow Website”: a site built on the Webflow platform or using Webflow infrastructure.
• “Customer Website(s)”: Webflow sites (or subdomains) on which you have installed, integrated, or used AccessBit’s tools or Services.
• “Services”: All tools, features, software, functionalities, interfaces, integrations, modules, evaluation tools, remediation tools, screen readers, color contrast analyzers, mobile accessibility tools, dashboards, analytics, updates, upgrades, enhancements, support, and other services offered by AccessBit.
• “Customer Data”: All data, content, materials, inputs, and information that you upload, transmit, or otherwise provide through the Services, or as part of your use of the Services.
• “Feedback”: Suggestions, ideas, enhancements, improvements, or feedback you or your users submit regarding the Services.
• “Initial Term”: The initial subscription period specified when you register or purchase the Services.
• “Renewal Term(s)”: The successive subscription periods by which your subscription renews after the Initial Term, unless canceled.
• “Term”: The Initial Term plus any Renewal Terms.
• “Updates”: New versions, patches, releases, upgrades, bug fixes, enhancements, or improvements to the Services that AccessBit may provide from time to time.
• “Legal Accessibility Requirements”: Laws, regulations, government rules or obligations, court orders, or policies requiring web accessibility or compliance with guidelines such as WCAG (Web Content Accessibility Guidelines) or comparable standards.
• “Excluded Issues”: Limitations, code or content outside AccessBit’s control (e.g. third-party embedded widgets, custom Webflow code, dynamic content loaded after initial page load, etc.) for which AccessBit disclaims responsibility.

Unless the Agreement states otherwise, all capitalized terms have the defined meaning when first used herein.

2. Scope of Services; License Grant

2.1 Provision of Services
During the Term and subject to your compliance with this Agreement, AccessBit grants you a limited, non-exclusive, non-transferable, revocable license to use the Services on your Webflow-based Customer Websites, solely for your internal business or organizational purposes, in accordance with these Terms.

2.2 Use Restrictions
You may use the Services only as expressly permitted by this Agreement. You agree not to:

• Copy, modify, adapt, translate, disassemble, decompile, reverse engineer, or create derivative works based on the Services (except to the extent permitted by applicable law).
• Remove, alter, or obscure proprietary notices, labels, or logos in the Services.
• Use the Services to provide accessibility tools to third parties (e.g. reselling or sublicensing) without prior written consent.
• Circumvent technical restrictions, reverse engineer components, or hack the Services.
• Interfere with or disrupt the integrity or performance of the Services or networks connected to the Services.
• Use the Services in violation of any law, regulation, or this Agreement.
• Permit any third party to access or use the Services except as expressly allowed (e.g. authorized users, team members under your account).

2.3 Installation and Integration
You are responsible for correctly installing, configuring, and integrating AccessBit’s tools (e.g. widgets, scripts) into your Webflow Website(s). AccessBit may provide guidance, code snippets, or documentation. AccessBit does not guarantee that every custom configuration or third-party integration will function flawlessly in all contexts.

2.4 Updates and Maintenance
AccessBit may deliver Updates automatically or manually, and may perform maintenance, upgrades, or enhancements. You consent to such Updates. AccessBit will make reasonable efforts to notify you in advance of scheduled downtime or maintenance.

2.5 Support.
AccessBit may, at its discretion, provide technical support or customer service in accordance with the support policies (if any) posted on our site or agreed to in an Order Form.

3. Registration; Accounts; Security

3.1 Account Creation
To subscribe or access certain features, you must register and create an account, providing accurate, up-to-date, and complete information. You must keep your account credentials confidential and must immediately notify AccessBit of any unauthorized use or breach of security.

3.2 Authorized Users
You may permit your employees, contractors, or designated users (“Authorized Users”) to use the Services under your account. You are fully responsible and liable for all actions taken by them under your account.

3.3 Suspension
AccessBit reserves the right to suspend or disable your account or access to all or part of the Services if we reasonably believe you are violating the Terms, if your account is compromised, or if you fail to pay fees due.

4. Fees, Billing, and Payment

4.1 Subscription Fees

You agree to pay the subscription fees specified in your Order Form or pricing plan. Unless otherwise stated, fees are payable in advance (monthly, annually, or as otherwise specified).

4.2 Automatic Renewal
Unless canceled in advance, your subscription will automatically renew for additional Renewal Terms at the then-current rates or fees in effect at the time of renewal.

4.3 Invoices and Payment Methods
You authorize AccessBit to charge your specified payment method (credit card, bank transfer, etc.). You agree that all invoices shall be paid in full by the due date, and any applicable taxes (VAT, GST, etc.) are your responsibility unless we state otherwise.

4.4 Late Payments
If payment is overdue, AccessBit may suspend access to the Services, charge interest on overdue amounts, or take steps to recover the debt (including collection fees and legal costs).

4.5 No Refunds Except as Stated
Except as expressly provided in this Agreement or in a refund policy published by AccessBit, fees paid are non-refundable, and you will not receive credits for partial months or unused portions after termination.

5. Term; Termination

5.1 Term
This Agreement commences on the Effective Date and continues for the Initial Term. After expiration, it renews automatically unless terminated by either party as set forth herein.

5.2 Termination by Customer
You may terminate the subscription by providing written notice before the end of the current Term. Termination becomes effective at the end of that Term. You remain responsible for all fees accrued up to termination.

5.3 Termination by AccessBit
AccessBit may terminate this Agreement or suspend your access immediately:

• If you breach any material term (including non-payment) and fail to cure (if curable) within a specified period after written notice.
• If insolvency, bankruptcy, or inability to pay debts arises.
• For any reason with notice (30 days or as otherwise agreed), subject to refund obligations (if any).

5.4 Effects of Termination.
On termination:

• All licenses granted to you immediately cease.
• You must stop using (and cause your users to stop using) the Services.
• You must remove all AccessBit integrations or code from your Customer Websites if requested.
• You remain responsible for outstanding fees through termination.
• To the extent permitted, AccessBit may delete or disable access to your Customer Data after a certain retention period; you may export or request delivery of your data within a specified time.
• Termination does not waive accrued rights or obligations that by nature should survive (e.g. confidentiality, indemnification, limitation of liability, intellectual property).

6. Intellectual Property and Feedback

6.1 Ownership
AccessBit retains all right, title, and interest (including intellectual property rights) in and to the Services, software, content, tools, know-how, and improvements, except for Customer Data. No rights are transferred to you except for the rights expressly granted.

6.2 Customer Data; Licensed Use.
You retain ownership of all Customer Data you submit. You grant AccessBit a limited, non-exclusive, royalty-free license to use, store, display, transmit, and process your Customer Data solely as needed to provide and improve the Services, and in aggregated, anonymized form for analytics (without identifying you).

6.3 Feedback and Suggestions.
If you provide Feedback to AccessBit, you grant AccessBit a perpetual, irrevocable, worldwide, royalty-free license to use, implement, modify, and commercialize such Feedback without restriction.

7. Confidentiality

Each party (“Receiving Party”) agrees to keep confidential and not disclose to third parties any non-public information, data, or materials of the other party (“Disclosing Party”) that are marked confidential or by their nature should be reasonably understood as confidential, except as required by law or with prior consent. The Receiving Party may disclose Confidential Information to its employees or contractors who need to know and who are bound by similar confidentiality obligations.

Confidentiality obligations survive termination for a period of [e.g., two (2) years] (or longer, if required by applicable law).

8. Disclaimer of Warranties; Limitation of Liability

8.1 Disclaimer of Warranties
To the maximum extent permitted by law, the Services and all content are provided “as is,” “as available,” without warranties of any kind. AccessBit and its affiliates disclaim all warranties, express, implied, statutory, or otherwise including those of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, and uninterrupted service. AccessBit does not warrant that the Services will meet your expectations or requirements, or be error-free or always available.

8.2 Limitation of Liability
In no event will AccessBit or its affiliates be liable to you (or any third party) for any indirect, incidental, consequential, special, punitive, or exemplary damages (including lost profits, loss of data, loss of business or goodwill), even if advised of the possibility of such damages.

AccessBit’s total aggregate liability to you under this Agreement shall not exceed the total fees paid by you in the six (6) months immediately preceding the event giving rise to the liability, or fifty dollars (USD $50), whichever is greater.

Some jurisdictions do not permit exclusion of certain warranties or limitation of liability; in those jurisdictions, liability or warranty disclaimers may be limited to the extent required by law.

8.3 Exclusive Remedy
Your exclusive remedy for dissatisfaction with the Services is to stop using them and, if applicable, terminate the subscription in accordance with this Agreement.

9. Indemnification

You agree to defend, indemnify, and hold harmless AccessBit and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, losses, damages, costs, or expenses (including reasonable attorneys’ fees) arising from or relating to:

• Your breach of this Agreement or violation of applicable law;
• Your misuse or unauthorized use of the Services;
• Your Customer Data or content infringing the rights of a third party;
• Your negligence or willful misconduct;
• Use of the Services by Authorized Users under your account.

AccessBit will provide you notice of any claim for which it seeks indemnification, and you may participate (at your cost) or assume control of the defense, provided you conduct defense diligently and coordinate with AccessBit.

10. Dispute Resolution; Governing Law

10.1 Governing Law
This Agreement, and any dispute or claim arising out of or related to it, is governed by the laws of the State of Washington, United States, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

10.2 Arbitration / Dispute Resolution
Disputes arising under or in connection with this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, by a single arbitrator. The seat and venue of arbitration shall be Seattle, Washington, United States. Each party waives the right to a jury trial and to bring or participate in any class or collective action.

If arbitration is unavailable or unenforceable, the parties agree to the exclusive jurisdiction and venue of the state or federal courts located in King County, Washington, United States.

11. Miscellaneous Provisions

11.1 Entire Agreement
This Agreement (including the Terms, Privacy Policy, DPA, and any Order Forms) constitutes the entire understanding between you and AccessBit regarding its subject matter, superseding all prior or contemporaneous agreements, proposals, or communications.

11.2 Modification
AccessBit may modify or update these Terms at its sole discretion. Non-material changes are effective immediately. For material changes (those that increase obligations or reduce rights), AccessBit will provide at least 14  days’ notice (via email, dashboard notice, or within the Services). Continued use after such changes constitutes acceptance.

11.3 Waiver
A failure or delay by either party to enforce a right or provision is not a waiver of that right or provision.

11.4 Severability
If any part of this Agreement is held invalid or unenforceable, the rest of the Agreement remains in full force and effect. The parties will replace the invalid provision with a valid one reflecting the original intention.

11.5 Assignment

You may not assign or transfer this Agreement or any rights or obligations without AccessBit’s prior written consent. AccessBit may assign or transfer its rights freely, including to an affiliate or successor in interest.

11.6 Notices
Notices must be in writing and delivered to the addresses or email addresses specified by the parties (or as updated). Notice is effective upon receipt (or as otherwise indicated in the notice).

11.7 Publicity
You agree AccessBit may use your name and logo to identify you as a customer in marketing materials, unless you expressly request otherwise. Neither party will make public announcements or press releases about this Agreement without the other’s consent.

11.8 Force Majeure
Neither party is liable for delays or failure to perform obligations under the Agreement due to causes beyond reasonable control, including acts of God, war, natural disasters, power outages, telecommunications failures, government actions, or other force majeure events.

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